EX-10.4



 Exhibit 10.4 

PATENT SECURITY AGREEMENT 

This PATENT SECURITY AGREEMENT (this “Agreement”), dated as of July 23, 2018, is made by MIMECAST SERVICES LIMITED, a
private company incorporated in England and Wales with registration number 4901524, (the “Grantor”), in favor of JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the Lenders party to the Credit Agreement
referred to below (in such capacity, the “Administrative Agent”). 
 W I T N E S
S E T H: 
 WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among MIMECAST LIMITED, a public company incorporated in Jersey with registration number 119119, as borrower,
certain of its subsidiaries from time to time party thereto, as guarantors, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent, the Lenders have agreed to extend credit and make certain
financial accommodations to the Grantor; 
 WHEREAS, in connection with the Credit Agreement, the Grantor, the other Loan Parties (as
defined in the Credit Agreement) and the Administrative Agent have entered into that certain Pledge and Security Agreement dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time,
the “Security Agreement”); and that certain English law Security Agreement dated as the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “UK
Debenture”, and together with the Security Agreement being, the “Collateral Agreements”); and 
 WHEREAS, pursuant
to the Credit Agreement and the Collateral Agreements, the Grantor is required to execute and deliver to the Administrative Agent this Agreement; 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Grantor hereby agrees as follows: 
 1.    DEFINED
TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement. 

2.    GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. The Grantor hereby pledges, assigns and grants to the
Administrative Agent, on behalf of and for the ratable benefit of the Secured Parties, a continuing first priority security interest in all of the Grantor’s right, title and interest in, to and under the following, whether presently existing or
hereafter created or acquired (collectively, the “Patent Collateral”): 
 2.1.    all of
its Patents, including those referred to on Schedule I hereto; 
 2.2.    all reissues, divisions,
continuations, continuations-in-part, renewals, extensions and reexaminations of and amendments to the foregoing; 

2.3.    all rights of any kind whatsoever of the Grantor accruing under any of the foregoing provided by
applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world; 







 2.4.    any and all royalties, fees, income, payments,
products and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and 

2.5.    any and all claims and causes of action with respect to any of the foregoing, whether occurring
before, on or after the date hereof, including all rights to and claims for damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, misappropriation, violation, misuse, breach or default,
with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages. 

3.    COLLATERAL AGREEMENTS. The security interests granted pursuant to this Agreement are granted in conjunction
with the security interests granted to the Administrative Agent pursuant to the Collateral Agreements. The Grantor hereby acknowledges and affirms that the rights and remedies of the Administrative Agent with respect to the security interest in the
Patent Collateral made and granted hereby are more fully set forth in the Collateral Agreements, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of a conflict between the provisions
of this Agreement and the Security Agreement or the UK Debenture, the Security Agreement or UK Debenture shall control, as applicable. This Agreement shall constitute a Collateral Document and a Loan Document (as such terms are defined in the Credit
Agreement). 
 4.    AMENDMENTS IN WRITING. None of the terms or provisions of this Agreement may be waived,
amended, supplemented or otherwise modified except by an instrument in writing signed by the Administrative Agent and the Grantor. 

5.    GOVERNING LAW. This Agreement and the rights and obligations of the parties hereto shall be governed by, and
construed in accordance with, the laws of the State of New York. 
 6.    COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement.
Receipt by telecopy or other electronic transmission (including “PDF”) of any executed signature page to this Agreement shall constitute effective delivery of such signature page. 

[Remainder of this page intentionally left blank] 

  
 -2- 








 IN WITNESS WHEREOF, the Grantor has caused this Agreement to be executed and delivered by its
duly authorized officer as of the date first set forth above. 
  

			
	GRANTOR:
	
	MIMECAST SERVICES LIMITED
		
	By:	 	 /s/ Peter Andrew James Campbell

		 	 Peter Andrew James Campbell
 Executive
Director




  
 [Signature Page to
U.S. Patent Security Agreement] 









			
	ADMINISTRATIVE AGENT:
	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Eleftherios Karsos

		 	 Eleftherios Karsos
 Authorized
Signatory




  
 [Signature Page to
U.S. Patent Security Agreement] 








 SCHEDULE I 

to 
 PATENT SECURITY
AGREEMENT 
 PATENT REGISTRATIONS: 
  

																			
	 Owner
	  	 Title
	  	App. No.	 	  	Filing Date	 	  	Pat. No.	 	  	Issue Date	 
	 Mimecast Services Ltd. (UK)
	  	Reducing Latency in Performing a Task Among Distributed Systems	  	 	12/964,219	 	  	 	12/9/2010	 	  	 	9,274,862	 	  	 	3/1/2016	 
						
	 Mimecast Services Ltd. (UK)
	  	Enhancing Communication	  	 	13/044,842	 	  	 	3/10/2011	 	  	 	9,294,308	 	  	 	3/22/2016	 
						
	 Mimecast Services Ltd. (UK)
	  	Enhancing Communication	  	 	15/052,044	 	  	 	2/24/2016	 	  	 	9,634,974	 	  	 	4/25/2017	 
						
	 Mimecast Services Ltd. (UK)
	  	Analyzing Stored Electronic Communications	  	 	13/273,696	 	  	 	10/14/2011	 	  	 	9,009,220	 	  	 	4/14/2015	 
						
	 Mimecast Services Ltd. (UK)
	  	Analyzing Stored Electronic Communications	  	 	14/636,308	 	  	 	3/3/2015	 	  	 	9,686,163	 	  	 	6/20/2017	 
						
	 Mimecast Services Ltd. (UK)
	  	Associative Search Systems and Methods	  	 	14/021,391	 	  	 	9/9/2013	 	  	 	9,846,740	 	  	 	12/19/2017	 
						
	 Mimecast Services Ltd. (UK)
	  	 Facilitating User
 Communication About a
Common Topic
	  	 	14/025,903	 	  	 	9/13/2013	 	  	 	9,432,419	 	  	 	8/30/2016	 
						
	 Mimecast Services Ltd. (UK)
	  	Facilitating User Communication About a Common Topic	  	 	15/090,652	 	  	 	4/5/2016	 	  	 	9,838,446	 	  	 	12/5/2017	 
						
	 Mimecast Services Ltd. (UK)
	  	Automatic Translator Identification	  	 	14/447,683	 	  	 	7/31/2014	 	  	 	9,444,773	 	  	 	9/13/2016	 
						
	 Mimecast Services Ltd. (UK)
	  	System for Annotation of Electronic Messages with Contextual Information	  	 	14/813,034	 	  	 	7/29/2015	 	  	 	9,628,419	 	  	 	4/18/2017	 
						
	 Mimecast Services Ltd. (UK)
	  	Electronic Message Threat Protection System for Authorized Users	  	 	14/855,200	 	  	 	9/15/2015	 	  	 	9,467,435	 	  	 	10/11/2016	 
						
	 Mimecast Services Ltd. (UK)
	  	Malware Detection System Based on Stored Data	  	 	15/010,023	 	  	 	1/29/2016	 	  	 	9,654,492	 	  	 	5/16/2017	 

 PATENT APPLICATIONS: 
  

											
	 Owner
	  	 Title
	  	App. No.	 	  	Filing Date	 
	 Mimecast Services Ltd. (UK)
	  	Reducing Latency in Performing a Task Among Distributed Systems	  	 	15/055,674	 	  	 	2/29/2016	 
				
	 Mimecast Services Ltd. (UK)
	  	Analyzing Stored Electronic Communications	  	 	15/625,461	 	  	 	6/16/2017	 
				
	 Mimecast Services Ltd. (UK)
	  	Encoding Data in Email Headers	  	 	13/950,785	 	  	 	7/27/2013	 
				
	 Mimecast Services Ltd. (UK)
	  	Sharing Artifacts in Permission- Protected Archives	  	 	14/024,297	 	  	 	9/11/2013	 









											
	 Owner
	  	 Title
	  	App. No.	 	  	Filing Date	 
	 Mimecast Services Ltd. (UK)
	  	Facilitating User Communication About a Common Topic	  	 	15/830,606	 	  	 	12/4/2017	 
				
	 Mimecast Services Ltd. (UK)
	  	Displaying Messages Relevant to System Administration	  	 	14/134,099	 	  	 	12/19/2013	 
				
	 Mimecast Services Ltd. (UK)
	  	System for Annotation of Electronic Messages with Contextual Information	  	 
 

 
	15/489,198
 (Continuation
of App. No.

14/813,034
	 
  
 

) 
	  	 	4/17/2017	 
				
	 Mimecast Services Ltd. (UK)
	  	Mediated Access to Resources	  	 	15/449,569	 	  	 	3/3/2017	 
				
	 Mimecast Services Ltd. (UK)
	  	User Login Credential Warning System	  	 	15/461,857	 	  	 	3/17/2017	 
				
	 Mimecast Services Ltd. (UK)
	  	Malware Detection System Based on Stored Data	  	 	15/592,543	 	  	 	5/11/2017	 
				
	 Mimecast Services Ltd. (UK)
	  	Method and System for Detecting Domain Impersonation Using Network Metadata	  	 	62/581,860	 	  	 	11/6/2017	 
				
	 Mimecast Services Ltd. (UK)
	  	Analyze on Hover: A Method of Proactive Analysis of Files, Links, and Attachments	  	 	62/613,189	 	  	 	1/3/2018	 
				
	 Mimecast Services Ltd. (UK)
	  	Representing Content to Minimize Accidental Harm by Users	  	 	62/657,115	 	  	 	4/13/2018	 
				
	 Mimecast Services Ltd. (UK)
	  	Representing Content to Minimize Accidental Harm by Users	  	 	62/665,709	 	  	 	5/2/2018	 
				
	 Mimecast Services Ltd. (UK)
	  	Identifying Similar People from Communication Archives	  	 	62/657,117	 	  	 	4/13/2018	 
				
	 Mimecast Services Ltd. (UK)
	  	Alerting Synchronous Callers to Time Zone	  	 	62/688,616	 	  	 	6/22/2018	 
				
	 Mimecast Services Ltd. (UK)
	  	Usable Authentication By Prompted Voice	  	 	62/690,088	 	  	 	6/26/2018	 


  
 [Signature Page to
U.S. Patent Security Agreement]